The Limited Liability Partnership Contract for a German GmbH & Co. KG is essential for businesses seeking to establish a hybrid corporate structure that combines liability protection with tax efficiency. This document type is commonly used in Germany when founding or restructuring businesses that require both the professional management and liability protection of a GmbH (limited liability company) with the tax benefits and flexibility of a KG (limited partnership). The contract must comply with German corporate and partnership laws, including the Handelsgesetzbuch (HGB) and GmbH-Gesetz. It details partner relationships, capital structures, management rights, profit distribution, and operational procedures, making it particularly suitable for family businesses, professional services firms, and medium to large enterprises seeking optimal legal and tax structures.
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1. Parties: Identification of the GmbH as general partner and all limited partners
2. Background: Context of the partnership formation and its business purpose
3. Definitions: Key terms used throughout the agreement
4. Formation and Name: Establishment of the GmbH & Co. KG and its registered business name
5. Registered Office: Official registered address and place of business
6. Purpose of Partnership: Detailed description of business activities and objectives
7. Duration: Term of the partnership and conditions for continuation
8. Capital Contributions: Initial capital contributions of all partners and terms for additional contributions
9. Partnership Shares: Distribution of ownership interests among partners
10. Management and Representation: Management structure, powers of the GmbH as general partner, and decision-making processes
11. Partners' Rights and Obligations: Detailed rights, responsibilities, and obligations of all partners
12. Profit and Loss Distribution: Method of calculating and distributing profits and losses
13. Accounts and Records: Requirements for financial reporting and record-keeping
14. Transfer of Partnership Interests: Rules and restrictions regarding the transfer of partnership shares
15. Termination and Liquidation: Conditions and procedures for partnership termination and asset distribution
16. Notices: Communication requirements and procedures between partners
17. Governing Law: Confirmation of German law application and jurisdiction
18. Severability: Provisions for maintaining validity if parts are found invalid
1. Non-Competition: Restrictions on partners' involvement in competing businesses, optional but recommended for partnerships with specific market focus
2. Intellectual Property Rights: Provisions regarding IP ownership and usage, necessary when IP is significant to the business
3. Additional Financing: Framework for future capital raising, useful for partnerships planning expansion
4. Advisory Board: Structure and powers of an advisory board, beneficial for larger partnerships
5. Deadlock Resolution: Procedures for resolving management deadlocks, important for partnerships with equal voting rights
6. Key Person Insurance: Requirements for life/disability insurance on key partners, relevant for partnerships dependent on specific individuals
7. Confidentiality: Detailed confidentiality obligations, important when dealing with sensitive business information
1. Schedule 1 - Initial Capital Contributions: Detailed list of all partners' initial capital contributions
2. Schedule 2 - GmbH Articles of Association: Copy of the general partner GmbH's articles of association
3. Schedule 3 - Business Plan: Initial business plan and financial projections
4. Schedule 4 - Management Procedures: Detailed procedures for management and decision-making
5. Schedule 5 - Profit Distribution Formula: Detailed calculations for profit and loss allocation
6. Appendix A - Partner Contact Information: Complete contact details for all partners
7. Appendix B - Special Rights and Obligations: Any special arrangements or rights granted to specific partners
Relevant legal definitions
Agreement
Articles of Association
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Commercial Register
Confidential Information
Default Event
Effective Date
Encumbrance
Financial Year
General Partner
GmbH
GmbH & Co. KG
Governing Law
Initial Capital
Insolvency Event
KG
Limited Partners
Managing Director
Material Breach
Partnership
Partnership Interest
Partnership Share
Profit and Loss Account
Registered Office
Related Party
Relevant Agreement
Reserved Matters
Shareholders Resolution
Subscription Amount
Tax Year
Territory
Transfer
Voting Rights
Articles of Association
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Commercial Register
Confidential Information
Default Event
Effective Date
Encumbrance
Financial Year
General Partner
GmbH
GmbH & Co. KG
Governing Law
Initial Capital
Insolvency Event
KG
Limited Partners
Managing Director
Material Breach
Partnership
Partnership Interest
Partnership Share
Profit and Loss Account
Registered Office
Related Party
Relevant Agreement
Reserved Matters
Shareholders Resolution
Subscription Amount
Tax Year
Territory
Transfer
Voting Rights
Clauses
Formation and Structure
Partnership Name and Purpose
Registered Office
Term and Duration
Capital Contributions
Additional Funding
Partnership Interests
Management Rights
Voting Rights
Decision Making
Profit and Loss Allocation
Distribution Policy
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Financial Reporting
Books and Records
Bank Accounts
Partner Meetings
Reserved Matters
Non-Competition
Confidentiality
Intellectual Property
Employment Matters
Tax Matters
Withdrawal Rights
Removal of Partners
Default Events
Deadlock Resolution
Amendment Procedures
Termination
Liquidation
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Force Majeure
Entire Agreement
Partnership Name and Purpose
Registered Office
Term and Duration
Capital Contributions
Additional Funding
Partnership Interests
Management Rights
Voting Rights
Decision Making
Profit and Loss Allocation
Distribution Policy
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Financial Reporting
Books and Records
Bank Accounts
Partner Meetings
Reserved Matters
Non-Competition
Confidentiality
Intellectual Property
Employment Matters
Tax Matters
Withdrawal Rights
Removal of Partners
Default Events
Deadlock Resolution
Amendment Procedures
Termination
Liquidation
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Force Majeure
Entire Agreement
Relevant Industries
Professional Services
Manufacturing
Real Estate
Trading and Commerce
Technology
Family Businesses
Investment and Finance
Construction
Consulting
Healthcare
Retail
Hospitality
Relevant Teams
Legal
Finance
Corporate Governance
Tax
Compliance
Executive Leadership
Business Development
Corporate Affairs
Risk Management
Company Secretariat
Relevant Roles
Chief Executive Officer
Managing Director
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Tax Director
Business Development Manager
Company Secretary
Partnership Manager
Compliance Officer
Finance Director
Corporate Governance Officer
Business Owner
Entrepreneur
General Counsel
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